Spider Gwen
by GemstoneGemini
Summary: An elseworlds story. Gwen's life changed the day that spider bit her. She has remained in the shadows, fighting crime as the Spectacular Spider-Woman, but now, with the spotlight on her, how will she cope when the pressure is on, and everything that she loves is on the line. Rated T for occasional language and violence.
1. Chapter 1: Spotlight

**Spider Gwen**

 **Chapter 1: Spotlight**

Gwen Stacy was sat atop the world. Or at least that was how it felt. Up here everything felt so far away: the people, the cars, the noise. The night air was cool on her face. It had been an interesting summer to say the least. It had been… Spectacular. All thanks to her new alter ego: Spider-woman.

Not many people really knew of her yet, which was hardly a problem. For now, she was content to get her work done from the shadows, keeping a low profile under the cover of myth. People knew of her name, but that was all, and she intended to keep it that way. Made her life easier.

Suddenly, an alarm rang out. A shrill knife through the still night air. Spider-woman looked down, broken from her revery by the sudden noise. She looked for the source and spotted it a short way down the street. A small jewellery store stood wailing, its windows smashed. A cluster of people in dark clothes and balaclavas were scuttling around, fishing out anything they could get their hands on and stuffing it into inconspicuous brown sacks.

"Just when I thought it would be a quiet night," Spider-woman sighed.

She stretched out an arm, shooting out a web line to a nearby lamppost and using it to swing down to the street below. She landed gracefully and silently behind the gathering. None of them turned to face her. She reached out and tapped one of them on the shoulder, "Excuse me?"

He turned, startled.

"Yeah, those don't belong to you." she continued.

His eyes widened under the mask, "It's her! It's Spider-woman!"

He heaved the heavy sack awkwardly at her. She easily sidestepped the clumsy swing and the weight of it caused him to stumble. Grabbing a hold of the sack with one hand, Spider-woman ripped it away and shoved the man to the floor with the other. The man tried to scramble to his feet, but a quick burst of webbing stuck his hands to the asphalt.

"Now," Spider-woman smirked, turning to face the others, "Whose turn is it?"

The rest of the men fanned out cautiously. Gwen noted that a couple were armed with crowbars and another was armed with a heavy length of pipe. She'd have to be more careful of them. She may have super strength and agility, but a broken skull was still a broken skull.

For a brief moment, they all stood, frozen. Then, one of the men with the crowbars broke from the ranks. Roaring, he lunged forward, the crowbar scything through the air towards her. Gwen dashed to the side, grabbed the man's arm and swung him towards the others, using the man's weight and momentum to throw him into his pipe wielding companion. That broke the spell and the rest of them leapt forwards to tackle her. Gwen jumped up and over them, shooting a line of webbing onto two men's backs. She landed and rolled, using her own weight and strength to lift the men from the ground and slam them into the concrete slabs of the sidewalk.

She sprung to her feet, ready to take on the last man. But to her surprise, the last opponent turned tail and ran.

"Uh, no. I don't think so," Gwen tutted. A line of webbing shot forth from her wrist and stuck itself to the man's jacket. Gwen dug her heels and heaved. The man was stopped dead, and fell with a heavy thud to the road. However the man slipped his jacket off, clambered to his feet, and took off sprinting again.

Gwen sighed and rolled her eyes, "It's cute how they think they can outrun me still."

She was about to take off after him, when something flashed in the corner of her eye. She looked around, startled, and saw a kid not much older than her. He stood, peeking out a nearby alleyway, smartphone in hand. The built in camera was pointed in her direction. Immediately, Gwen shot out a web and yanked the phone out his hand.

"Hey!" He said, indignantly.

"No ph-" Gwen started, then she stopped, "Wait. Hold on a second."

She stooped down and tugged off one the unconscious men's shoes. For a moment she stood, contemplating the angles, then, pulled back her arm and threw the shoe after the fleeing man. It landed with a satisfying _thunk_ on the man's head and he crumpled.

She turned her attention back the phone, and thumbed through the cellphone's gallery. There were a lot of photos here, mostly blurry and out of focus ones, but a few good ones of her in action. The kid ran up next to her and she glanced over him. He was definitely older than her, but not by much. He wore a loose fitting denim jacket and khaki pants that he'd rolled up over the ankle.

"How long have you been here?" She asked, as she continued to look through the pictures.

"A while," he said, slightly sheepishly.

"Right."

Gwen began deleting the photos, one by one.

"Hey! What are you-?" He said, but was interrupted by Gwen putting a finger in his face.

"No photos. I don't want a spotlight on me. Last thing I need is the media after me for interviews."

Gwen finished up deleting the evidence, and tossed the phone back to the kid, "Look, I'm trying not to be rude, but no photos. 'Kay?"

"Okay,"he said begrudgingly.

"That's what I like to hear. Now, go home."

The kid opened his mouth to speak, but Gwen interrupted him again with her finger. She leaned forward with one hand on her hip.

"Nope. No buts," She said firmly, "Go."

She spun the kid around and gave him a little push to prompt him. He stumbled slightly, then began to awkwardly half-jog away. Sighing, she turned back to the pile of unconscious would-be thieves scattered across the road and began pile the bodies together.

"You know," she said to one of the unconscious men, as she dumped his limp form next to the others, "I feel like I deserve better than this."

She spun a length of webbing, and tied into a loose loop.

"I mean, you guys still seem to think you can get away with this stuff." She threw the loop around the men, and pulled it tight, binding them all together.

"I know I haven't been around long," she continued, flipping the line of webbing over a streetlight, "But I still feel like I'm basically just New York's garbage disposal."

She heaved, pulling the group of men up into the air. They hung, like a bizarre Christmas ornament, from the streetlight, swaying slightly in the breeze.

"Now, you stay there, got it?"

Gwen rolled her shoulders, feeling the bones across her back click.

"Ugh. I gotta get home."

She hopped up onto the streetlamp, vaulted up onto the roof of the store, and away into the night sky.

From both above, and below. A pair of eyes watched her go. In the street, the boy who had photoed her before spoke rapidly into his cellphone.

"Yo Charlie. Dude, did you get 'em? ... You did? Sweet. Get me Jonah. Tell him I got summit for him."

Above, inside one of New York many towers, two men sat alone in a shadowy room. A laptop sat between them, and Gwen, mid swing, was frozen on the screen.

"So, she's real?" One of the voices said. The voice was deep and powerful, and it's speaker was masked in shadow. The other man, a heavy, brutish looking man in a dark suit, simply nodded.

"That could be a problem. I don't need a vigilante running around, bringing attention to my operations." The suited man nodded again, and began to leave his chair, when the voice spoke again.

"Actually, bring me the Enforcers too. I want professionals in one this too. I need to show her exactly what happens when she messes with the Big Man's empire."

The other man smirked, nodded once and left the office. The voice was left alone, contemplating the image on-screen.

 **The Next Morning…**

Gwen was sat at the kitchen table, poring over one of her textbooks. It was the first day of a new year back at M3, and a gorgeous one at that. The sun was beaming down outside, and a light breeze rustled through the verdant trees outside. Her father, Captain George Stacy, was stood at the window, watching the world go by with a mug of coffee in hand.

"Are you all ready for your fist day back?" He asked. Gwen looked up, and saw him looking across at her.

"Yeah, I think so," She said smiling.

"Are you sure?" He asked, "Aren't you missing something?" He gestured to her eyes. Gwen titled her head, perplexed, then realized. Crap, her glasses.

She'd worn glasses all her life, but ever since the spider bit her, her eyesight had been better than ever. She didn't need them anymore, but wore them regardless, so as to not draw undue attention.

"Oh yeah, I uhh.. I guess I forgot?"

Captain Stacy laughed, "Not like my Gwen to forget something like that." He walked over and set his empty coffee cup down on the table. Gwen looked down and smiled to herself.

"I gotta go," He said, sighing and glancing down at his watch, "They need me down at the precinct early. Something about a vigilante."

Gwen's expression froze. A vigilante?

"Oh, anything serious?" She said, trying her hardest to remain nonchalant.

"I don't know yet," He said grimly, "Apparently they took down five guys last night as they broke into a jewelery store last night. Left them tied up and hung from a lamppost for us to collect."

Gwen's blood ran cold. How did they know? Did the thugs confess? Maybe the kid from last night? Or maybe a resident nearby? After she'd been so careful all summer to leave no real traces of her, she'd slipped up on a smash and grab?

 _That's what happens when you get cocky,_ said a snide little voice inside her. She quashed it, and probed further.

"Do you think you can catch them?"

"Who knows," he replied, shrugging, "They were long gone before it was even reported. Honestly, this is the last thing I could do with right now."

Gwen sat back, running the situation through her head. This wasn't as bad as it looked. Apparently the thugs hadn't said who she was, and anyway, who'd believe them if they did? It's not like there's any way their story can be corroborated. She was safe. For now. But she'd have to be extra careful to not get spotted.

"Gwen?" Her father's voice broke her train of thought.

"Oh, uh.. Yeah, sorry. What did you say?"

Her father pursed his lips, looking closely at her.

"Are you okay?" He asked, "You seem distracted."

"I'm fine Dad, don't worry," Gwen said, smiling wearily, "Just tired."

"Right," He said. He both looked and sounded like he didn't believe her for a second, but didn't have the time to debate it now. "I'll see you later, have a good first day."

"Thanks Dad."

He turned away, and Gwen watched him, as he opened the door and stepped through. It closed behind him, and she heard the rattle of the key in the lock. For a moment, all was silent, save for the slow, soft ticking of the kitchen clock. She glanced at it. Only twenty minutes until she had to leave. Her bag and the rest of her things were still upstairs, and she wanted to make sure she didn't forget anything on her first day back. Plus her glasses were up there too. She rose, stretching her arms high above her head, and feeling the joints in her shoulders and fingers crack. Her nightly excursions were enjoyable, but often left her achy and tired come the morning.

Leisurely, she headed up the staircase to her bedroom. The upstairs of the house wasn't big by any means. Her bedroom was the door directly opposite the stairs. The bathroom was on the right, her father's bedroom on the left. She'd insisted they take bedroom as far away from each other as possible, so that his snoring wouldn't wake her through the walls. She entered her bedroom. It wasn't much, a modestly sized room, a wardrobe against one wall, her desk against the other, and her bed tucked away into the corner. Her clothes from the day before lay in a pile at the foot of her bed. She stepped in, closing the door behind her.

A slight gust of wind rustled the papers on her desk. She must have left the window open when she came in last night. Bag, she needed her bag. Where the heck had she put it? She knelt down and scanned the floor beneath her bed. Not there, but her costume was. She paused for a moment, then reached out and grabbed it. She stood, holding the costume at arm's length and looking it over. It was mostly black, with the top half being white, the two colors meeting at her chest, with a blade of white coming down to her midriff. The mask was blank, with only an exaggerated outline of her eyes in a deep, dark red.. A hood hung loosely from the costume's neck. She was quite proud of what she'd created. She'd never been any good at sewing, and the creation of this had taken many, many nights staying up until the early hours of the morning at her desk. She was sure she wouldn't have any blood left after all the times she'd managed to prick her finger with the needle.

Did she leave it here? Could she risk that? What if her Dad came home and found it? But if she takes it, what if it falls out her bag, or someone sees it? She can't hide it in there. She let her arms drop, and sat down on the side of the bed, thinking. Her wardrobe door was ajar, and inside, she caught sight of one of her favorite jackets; a pale pink hoodie. She looked from the jacket to the costume. That could work. If she can't hide it, she'd just have to wear it. The hoodie was loose enough that it wouldn't be hard to hide the costume underneath, plus it would be a good way of concealing her new muscle, brought about by the spider bite.

Quickly, she stripped down and pulled the costume on. The jacket came next, and she zipped it all the way to her throat. To hide her legs, she grabbed a baggy pair of jeans and slipped them on. She tucked the hood of the costume down beneath her jacket. It was uncomfortable, but I would have to do. The boots and mask still lay on the bed. She'd just have to hide them in her bag. At least they were quite small, they could be stuffed at the bottom underneath her books and lunch.

Speaking of, she'd forgotten to find her bag, she scanned the room, and spotted it, hidden beneath her pile of dirty laundry. She scooped it up, and shoved the rest of the costume to the very bottom. She grabbed her textbooks next, sliding them into the bag. Something clattered to the floor, and Gwen looked down, a little surprised. Her glasses lay on the floor, the way they fell made it look they were staring up at her with an almost indignant look. She picked them up of the floor, and put them on. The glasses were fake. A prop, similar to those used by theater groups and the like. They looked almost identical to her old pair, and it meant there would be no probing questions about where they had suddenly disappeared to.

Gwen took one final look around the room, doubling checking that she hadn't left anything, before shutting the door behind her, and setting off for her first day of a new year.

 **Oscorp Headquarters**

"How could you do it Otto?" The voice was harsh and angry. The voice of Adrian Toomes, a tall and skeletal man, wearing an old fashioned green suit, with a large hooked nose and cunning, beady eyes. Toomes was an inventor, though one without any luck, or, in reality, any good ideas. The other man, Otto Octavius, the one being assailed, was short and squat, with a pair of thick square glasses perched on his chubby nose.

Otto stumbled backwards. He hated conflict, and his anxiety was causing his brain to spin in circles.

"Adr- I- I-" He stammered, unable to form any words in his defense.

"I trusted you," Toomes snarled, "I thought you were my compatriot. _You_ set up this Oscorp deal, and allowed my work to be stolen!"

"Adrian, p-please. I- I- only meant for the best."

"Pathetic!" Toomes shrieked, shoving Otto and sending him tumbling down the hard metal staircase behind them, "But what else should I expect from Osborne's _lackey?"_

Otto pushed himself off the cold floor. His glasses were askew; one of the arms had cracked, making them hang loose and uneven.

"Listen, Adrian please," Otto pleaded, "Look, I- I'm sorry okay?"

"Don't apologize Otto," said another voice, this one strong and commanding in comparison to Toomes' high screech. Both men looked around. Norman Osborne had entered the room, flanked on either side by two grim-faced bodyguards. Both were dressed in pale gray suits, their eyes hidden behind disks of dark glass. Osborne stepped forwards, putting himself between Toomes and Otto.

"After all," He continued, "I never do."

" _You_ ," Toomes hissed, his voice dripping with venom. His hands were curled into white knuckled fists, and he was shaking with rage.

"You stole my research. That was my Techflight! It was my magnum opus, and you took it from me."

Osborne was unconcerned.

"Oh really?" He said, examining his nails, "Then prove it."

"I will!" Toomes spat, "I'll present my papers to the world. My research and invention will be everywhere, and all will know of Osborne, the petty thief."

"And by that research," Osborne asked coolly, "Do you mean the research that Oscorp has already published and trademarked?"

"I-"

"That same research, which is now undergoing the process of being patented by me?"

"I-"

"Face it Toomes," Osborne said, "Who is the public going to believe invented this _revolutionary_ technology: The multinational corporation, headed up by me, which employs some of the best minds in the country? Or you, some no-name inventor from the past, who hasn't had a single good idea in his life until now?"

Toomes bristled.

"Now look here Osborne."

Osborne cut across him with a wave of his hand.

"I think you're done Adrian. Gentlemen," He said to his guards, gesturing in Toomes' direction, "Please escort Mr. Toomes out of the building."

"I will go nowhere with your attack dogs Osborne," Toomes snarled.

Osborne's expression hardened. The two men stepped up to his shoulder, one on either side. Their faces were stone-like and impassive, and they loomed over Toomes. They looked like they could, and would, snap him like a twig without a second's hesitation, as long as that was what Osborne wanted.

"Toomes, you can go with my men, or you can leave the building with the police. You _did_ try to assault one of my staff, after all." Otto had finally picked himself up of the ground, and he stood slightly behind Osborne, peering out between the thick arms of the security staff. His broken glasses were clutched in his hands, and his gaze was averted to the floor. He _did_ feel responsible for what Osborne had done, for if he hadn't brought him here, none of this would have happened. It was hard not to see the guilt weighing down on the man. Adrian Toomes used to be one of Otto greatest friends, they had graduated together, despite Toomes being quite a few years Otto's senior. He didn't see that friendship continuing, not with how bitter Toomes had become as he grew older, without a single recognition to his name.

Toomes' shoulders slumped, defeated.

"Fine," Toomes said, "I'll go. But this is not the end of this Osborne. I promise you that."

The two guards grabbed Toomes by the arms, and began to march him towards the exit. Toomes shot one last, poisonous look over his shoulder, before he was pushed out the exit towards the reception.

"What a foolish little man," Osborne said, amused. The he noticed Otto stood behind him, and the smile faded.

"What are you doing Octavius? Get back to work," He snapped, "I don't pay you to stand around feeling sorry for yourself."

"Y- yes, yes Mr Osborne," Otto stammered, scuttling back to his work station. He was worried for his friend, or rather, his former friend. Adrian was a proud man, and now that pride has been slighted.

 _Please Adrian,_ Otto begged silently, _Don't do anything stupid. Please._

 **Midtown High**

Gwen stepped off the bus. The tall, stone archway to Midtown High stood before her. Students were already milling about, as friends greeted each other after the long summer. New faces mixed amongst the old and the familiar. Already, you could see the cliques begin to form. The sports team sat by the benches, the ever-present football jackets and cheerleaders uniforms all freshly washed and ready for another year of constant use. The oldest kids hung around by the gates, a group that clearly said to leave them the hell alone.

She knew the costume was well covered, but she couldn't help feeling nervous, more nervous in fact, than when she'd first joined this place. A paranoid little feeling niggled in the back of her mind that had made her check everything was okay nearly six times on the bus here. The people behind her must have thought she had a twitch.

"Hey Gwen, over here!" A familiar voice broke her train of thought. Peter's voice. She spotted them, stood in the middle of the courtyard by the fountain. Peter, Parker, the one who had called her, was waving, and their mutual best friend, Harry Osborne was with him. Peter was the same as he always was, with his tousled brown hair, and round glasses that didn't quite suit him. He was cute, in an awkward, clumsy kind of way. He had been Gwen's first friend back in Kindergarten. He lived with his Aunt and Uncle, as his parent had died when he was young. They were a close-knit, loving unit, and, although they never had much money, they always seemed happy to just have each other. Gwen had caught herself idly wondering what could have been if he had been bit by the spider, rather than her.

Harry was his Dad's spitting image, but where they may share the same face, they were polar opposites in personality. His dad was cold, confident and had a presence that owned a room when he entered. Harry on the other hand, was slight, nervous, and insecure, and so, unfortunately, was a constant disappointment to his father. But he was also kind to a fault, and had been a steadfast friend of both her and Peter for many years. He may not like himself sometimes, but Gwen wouldn't change him for the world.

She jogged over to them, beaming.

"Hey guys," she said, hugging them both tightly, "How you been?"

"I'm great," Peter replied, hugging her back.

"And you Harry," she asked, "How are you?"

"Oh I'm good," Harry said, shrugging, "You know me, same-old same-old."

Peter laughed, "Yeah, Harry Osborne, the one universal constant."

Harry grinned, and made a motion for them to sit by the fountain.

"How was your summer then you two?" He asked, plopping himself down on the stone rim, "Did you both enjoy summer camp?"

Peter glanced over at Gwen, who shrugged.

"I couldn't go," she said, "I got sick and had to stay home. Peter went though."

"Oh that blows," Harry said sympathetically, "So how was it Peter?"

"It was great!" He enthused, "There was so much to learn, and we got to see stuff from all sort of great scientist, Curt Connors, Micheal Mobius, and a whole bunch of people."

Harry shot Gwen a wry smile as Peter rambled on.

"It's your fault," she said, "You got him talking." Harry shrugged. They didn't mind really. Peter needed to break out of his shell at times, and getting him talking was one way to do it. Plus, it was adorable seeing him so enthusiastic about something.

"… I definitely want to go next year," Peter finished. Gwen realized she basically hadn't heard a word he said.

"That's great Pete," she said, smiling and hoping he wouldn't catch on.

"So, how was your summer Harry?" She added, moving on quickly.

Harry groaned, and put his face in his hands.

"I think my dad is the only person who can make a world tour drag. Turns out we were going on s world tour of all the worlds office buildings. You'll never guess what makes European offices different than American one's."

"I'll bite," said Peter, "What is it?"

"Nothing," said Harry flatly, "They're the exact same thing, just in Munich and not Manhattan. So my summer was a total bore fest. Can't believe I was actually glad for school to start."

At that moment, the bell rang. Most groups of people stopped talking and began to shuffle towards the school's front doors. A lone teacher stood in the open door, wearing a similarly glum expression to most of the students.

Harry stood, and grabbed his bag. Peter joined him, smoothing the creases from his own shirt.

"You coming?" He asked, turning and smiling.

She rose, readjusting the bag on her back, and pushing her glasses back up her nose, "Yeah, I'm coming."

"Hey," Peter started, his voice slow, as if just noticing something. Gwen froze. What's he seen? Is her costume poking out? Is he suspicious?

"Are those new glasses?" He asked, "They look different. Just a little."

Relief swept over her. Jeez, if she'd known she'd be this paranoid about the costume she'd have left the damn thing at home.

"So Pete," Harry said with a sly grin, giving him a gentle elbow in the ribs, "You still got a crush on Sally Avril?"

"Hey!" Peter said indignantly. Gwen's mouth dropped open.

"Sally?" She said in shock, "Really Pete?"

"What?" said a booming, snide voice from behind them, "Puny Parker's got a crush on Sally?"

"Oh no," Gwen groaned, "Flash..."

Flash Thompson, the poster boy for the jerkass jock, swaggered up to them. He bashed Harry out of the way with his shoulder, and stood before them, his arms folded. Unfortunately, he also hadn't changed a bit, and was evidently every bit the arrogant bully he had been last year. He picked on Gwen and Harry when given the chance, but he loved to single out Peter and try to make his school life hell.

"Does Puny Parker really think he has a chance with Sally? Is this a joke?" he guffawed. He waved his arm over at his group of friends, and they all sauntered over.

"Check it out guys," he sneered, "Parker thinks he has a chance. Newsflash genius: She's way out of his league."

The group burst into derisive laughter. Sally Avril, the head cheerleader, a girl with an ego to rival Flash's, retched.

"Parker?" she said, in her shrill, grating voice, "Eww. Gross! I don't want that nerd stuff anywhere near me."

Peter's head dropped, looking at the floor, and his hands curled into fists.

"Back off Flash," he muttered, "I'm not gonna take this from you this time."

"What was that little guy?" Flash said, cupping a hand around his ear and bending down, I couldn't hear you over the sound of you falling over."

"Wait, wh-" Pete started, but Flash interrupted him. He shoved a hand into Peter's chest, and Peter stumbled backwards. Kenny, unbeknownst to them all, had circled around behind them, and now stuck out his foot. Peter's feet caught Kenny's outstretched leg and he fell over backwards, ending up in a crumpled mess on the floor. Harry started forward, but one of Flash's goon-like friends grabbed hold, and twisted Harry into a headlock.

The group's laughter redoubled, Flash's deep, neighing guffaw clearly visible above everyone else.

"Alright, break it up." The teacher had come over, and was stood behind Flash with his arms folded. Flash's laughter stopped and he turned to face them.

"C'mon sir," Flash said, "We were just messing around. Isn't that right Parker?"

Peter, still sat on the ground, pushed his glasses back up the bridge of his nose, but said nothing.

"Flash," the teacher cautioned, rolling his eyes, "Just get inside. Don't make me give you detention on your first day back."

Flash sighed dramatically. The jock holding Harry released him, and Harry crumpled to the ground, breathless.

"Alright, c'mon guys." He beckoned for the rest of his group to follow, and they all trooped inside. The teacher watched them go with a resigned, weary glare. Gwen hurried over to Peter and help out a hand.

"You okay?" She asked, helping the boy to his feet.

"I think so."

Peter brushed himself down, and his eyes caught Gwen's. She gave him a sympathetic little smile, and he looked away. He looked so unhappy, and she thought she knew why. She had hoped things would be different this year too, that maybe people had changed as much as she had; that maybe people would have grown up.

"Hey Pete, don't let this get you down," Gwen said gently, "Flash is always gonna be an idiot. Don't let it get to you."

"Right," Peter said. He still looked miserable, and Gwen bumped him on the shoulder with her own.

"Plus Pete," she added, "This just shows you are way too good for Sally. If she's happy to do that to another person? I don't think she deserves someone like you."

A small smile twitched the corner of Peter's mouth.

"Thanks Gwen."

"It's okay, don't mention it."

Harry's voice interrupted them, "Nope, don't worry guys. I'll just pick myself up."

They both look around around. Harry had pushed himself off the floor, and was on his knees.

"Oh, Harry," Gwen said, squatting down beside him, "Are you okay?"

"I'm.. I'm okay," he panted, "Just er- just gimme a minute."

Gwen took his elbow and gently lifted him to his feet. He stood, hands on his knees.

"Who knew," he said, breathing hard, trying to catch his breath, "Being head-locked really takes it outta you."

Gwen chuckled, "C'mon you two, let's get inside; we're gonna be late."

She led the pair inside, for their first real day back at Midtown High.

 **Across town**

The sun beat down across the dockyard, as men hurried about, some wheeling pallets stacked high with various crates, others armed with clipboards or tools. Others still milled about in groups, flasks and lunches clasped in their hands, as they regaled each other with stories. It was a busy, lively place. Except for one, lonely abandoned warehouse, which stood apart from the others, at the far end of the yard. It was disheveled and dilapidated. The corrugated sheets that made up the walls were rusted and full of holes, most of them falling away, leaving the bare skeleton of the building open to the air. It had been there so long, the workers barely registered it any more.

Which is why, inside, a group of men were conducting a clandestine meeting. There were four of them. One of the men was dressed in a dark blue, pinstripe suit, which seemed to be stretching to bursting point across his wide, barrel-like chest. The others were a group of three mercenaries, known as the Enforcers. Elite soldiers for hire in the criminal underworld, they hadn't yet had a single failure to their name. The first of the men was huge, a good seven feet tall, and every bit as wide too. His arms were like giant tree trunks, and his hands were wide and powerful. His hair was short, but he had a trimmed handlebar mustache. His name was Ox. He was the teams muscle, a powerful brute with more than enough speed to match his brawn. The second of the men was smaller, leaner, and craftier. His face was hidden beneath a hood, but dark eyes peered out from the shadows, scouting the room constantly. His name, or the name he was given, was Fancy Dan, the team's scout. He was swift and silent, and could take out a target before they even knew he was there. And lastly, there was Montana, the Enforcer's leader. A crack shot, with the brains and pride to match. The Enforcers had risen to infamy under his watch, and he was sure that their legacy would not fall. He wore a loose fitting suit, and a pale white Stetson hat that hid his eyes.

The warehouse was mostly empty, save for a single briefcase, lying on a plain wooden table, with a single chair behind it. The man in the pinstripe suit, crossed to the table in two strides, and sat behind it, motioning for the Enforcers to stand opposite him. They complied, and, when they were together, the man flipped open the briefcase. A screen flickered on inside, and shadowy figure appeared on the screen.

"Greetings Enforcers. I am the Big Man," the figure said. It's voice was deep and gravelly, and commanded a sense of calm power. It was a voice that demanded you listen, and listen well.

"As of four months ago, a 'problem' has arisen that has disrupted my operations. A pest you could say."

The Enforcers looked at one another, but said nothing.

"At first the report seemed unbelievable," the voice continued, "I simply believed my men had invented a boogie-man to cover for their own incompetence. It was erratic, and it took great effort, and expense, to pin it down. But now, we have real confirmation. There's a Spider in town."

The besuited man withdrew and envelope from his jacket, and handed it to Montana. He flipped it open, and withdrew the papers inside. First and foremost, was a large, full page print out of Spider-Woman. Montana raised an eyebrow.

"So, she's real," he muttered, in a thick southern drawl.

"Yes Montana," the Big Man imparted, "In that envelope you will all we know about this ' _Spider-woman'._ Frequented movement, known powers, and known weaknesses."

"And you want us to wrangle up your little Spider, right?" Montana asked.

"No Montana, the spider, and the world, needs to learn that I am not to be messed with. I want you to put an end to this Spider problem for me. Permanently."

* * *

 **Author's note:**

 _Well. I guess this is it, my first chapter out into the world. Firstly, I hope there aren't too many typos in this, I did my best to catch them all, but I probably did miss some, feel free to point them out to me in reviews and I'll fix them. This chapter was meant to be very similar to the first episode of Spectacular Spidey, I promise I'll get into more divergent stuff later, but I kinda wanted this first chapter to be familiar so that the differences are apparent. I hope that makes sense. s:_

 _I hope you enjoyed, I'll have the next chapter out ASAP c:_

 ** _PS_** _I've gone back re-edited this chapter a lil bit so that it flows better, and is better structured._


	2. Chapter 2: Conflict

**Spider Gwen**

 **Chapter 2: Conflict**

 **Midtown High**

Gwen could hardly believe that the morning was almost gone already. It felt like she had only just arrived. Contrary to a lot of her class, she didn't really hate school, or find it a chore. She wouldn't go as far as to say she loved it, but she would readily admit to enjoying a lot of aspects about it, especially the subjects that interested her. Thankfully for her, the morning had comprised of lessons in things that she _was_ interested in, and it ended off on a high note: Biology, led by Professor Aaron Warren. Biology was one her strongest subjects, and her passion for it was one of the things that allowed her and Peter to bond. It didn't hurt that Peter was equally as versed, maybe even more so, as her in the field.

Professor Warren stood at the head of the classroom, in front of a few rows of silent desks. Most of the class had their heads down, copying a passage from the text book that sat open before every student. Other had already packed away their things, and were staring longingly at the clock, willing it to somehow speed time forwards and end the lesson. And then there was Flash, who had hidden a copy of the Daily Bugle in his workbook, and had his nose buried in it. The lesson was nearly over, and Warren was writing the classes' homework on the board. This was one of Warren's more unfortunate habits; Homework on the first day back. Some other teachers are happy to let the idea of homework slide for a few days while the kids recover from the renewed early mornings.

Suddenly the bell rang, breaking the still silence of the class room. Immediatley, several kids straightened, making a bee-line for the door.

"Class!" Warren called, "Homework: I want chapter one completed by tomorrow Ladies and Gentlemen. No excuses. That includes you Flash."

Flash rolled his eyes and pouted, muttering something about not needing biology in football.

Gwen and Peter stood to leave too, but Warren called them over.

"Mr Parker? Miss Stacy? A word please."

They shot each other a look. What could Warren want? Maybe it was about the incident with Flash this morning. Maybe someone had reported him?

The two of them made their way to the front of the room, while Warren sat against the edge of his desk, fiddling with the piece of chalk in his hand absently.

"I would imagine both of you remember the field trip we took last year," he began, "To ESU? We looked at Curtis Connors' research into genetic mutation."

Gwen remembered. It was the field trip where her life had changed forever. Almost on cue, the old spider bite on her neck began to itch faintly, and Gwen scratched at it. Although it had completely faded, it felt like the bite had never fully healed. If you looked closely, you could still make out the faint red scar.

"Oh yes," she said, pressing her hands together, "Curt Connors research was amazing! I've never seen anything like it."

"Yeah," Peter agreed, "I'll never forget that field trip."

 _You and me both Pete,_ Gwen thought inwardly.

"I'm glad you're still so enthused," Warren said, putting down the chalk and straightening up, "Curt is an old friend of mine, so he asked me if I knew of any particularly promising kids to send him so they can intern at ESU." He laid a hand on both of their shoulders, "Of course, I recommended my two strongest students. You both start this afternoon."

Gwen and Peter grinned at each other. This was an amazing opportunity. They get to work first hand with one of the best geneticists in the country? How could she not take that up? Then her heart sank, and she became very aware of the mask in her bag. Suddenly, it felt like a dead weight, dragging the vision of her working at ESU away. How could she be sure that she could always honor her responsibilities as an ESU intern if she was busy being Spider-woman? There was bound to be conflict, she couldn't just ignore this and hope for the best. And what if she was found out? Then everyone at ESU could be in danger. No, as much as she didn't want to, she'd have to turn this down.

"Oh no. Urm- Wait," Gwen said, building the lie in her head quickly. Gwen hated lying normally, and it feeling like a necessity didn't make it any easier, "I.. I can't. My dad needs me home by a certain time and if I don't he'll worry."

Warren raised an eyebrow, and Peter looked around, surprised. Warren suspected something, Gwen knew it. This was so unlike her to refuse this. Before she would have jumped at the chance, practically bitten his hand off. But now? He could tell something was up, and it looked like he intended to find out what.

"I'm sure it's fine Gwen," he said, "I could always speak to your father and arrange something. I'm sure Curt could provide someway to guarantee your safety, if he's worried."

"No, no," she said, feeling her heart sink further, "It's- it's okay, he's pretty stubborn. I mean, he _is_ the Police chief, so.. you know..." She trailed off, unable to keep it up under Warren's gaze. She hadn't even convinced her self, the nerves in her voice were that apparent. Warren started at her for a long second, ans Gwen avoided eye contact, preferring to look down at her own hands crossed in front of her. After what, to her, felt like hours, Warren spoke again.

"Okay Gwen," he relented, "It's a shame, but if that's your choice, then I can't change that. Peter? Curt wants you at the lab by..."

Gwen wasn't happy about having to lie, again. That was the second time in only a day. It didn't sit well with her; it felt like each lie was a weight in her stomach. An uncomfortable feeling that came with betraying someone's trust.

"Miss Stacy?" Warren asked gently.

Gwen started. He and Peter were both looking at her, Peter looked concerned, while Warren's face was imperceptible.

"Yes?" she said, hoping she hadn't missed much.

"Are you sure that there's nothing you need to tell me Miss Stacy?" Warren inquired, "I am your teacher. You can always talk to me."

Gwen met his gaze this time, trying to read the expression in his eyes.

"I'm just tired," she lied, feeling like another stone sank into her gut. She shook her head and smiled wryly, "It's the first time I've seen mornings in a while."

Warren eyed her. He definitely knew she was hiding something, but chose to say nothing, "Go on you two, be off you with you."  
 *******

Otto Octavius was alone. He'd returned home to his rather humble apartment. A small, box room, with a door to the cramped bedroom at the far side. A tiny kitchen was adjoined to the living room, where Otto had managed to squeeze in a single table and chair. He only needed the one; he never had guests. The living room was equally modest. A slightly battered two seat couch, and a wooden coffee table, on which rested Otto's notebook and a small stack of novels. It wasn't much, but it was his, and he was proud of it.

He lowered himself into the couch, glad to be away from Oscorp. The job itself was fine, it had been Otto's dream to work as a researcher for a major company like Oscorp, but Osborne was such a blight that dragged it all down. His very presence in a room made Otto nervous, just waiting to be reprimanded again. He'd considered quitting many a time, but the thought of having to give notice, imaging Osborne's cold, disparaging stare, made Otto shiver. He just could not face it.

He needed to clear his head. Something to take his mind off the stress of work. The pile of books on his table had already been thoroughly read and reread to the point of meaninglessness. Maybe he needed to buy some more over the weekend. Something historical this time perhaps, or maybe something set in the far future. So many choices. Such was the beauty of a book. So many authors telling so many stories. And even bad books can sometimes be funny in their ineptitude, in a 'what were they thinking' kind of way.

At that moment, his phone rang. Otto dug it out of his lab coat's pocket. It was a simple thing, he had no need for a complicated smartphone. All he wanted was to be able to make, and receive, calls, not that he often needed to.

He answered, placing the small speaker to his ear, "Hello?"

"Otto, I need you to do something for me." It was Toomes. Otto felt a horrible sinking in his stomach. What could Adrian want? His tone was brisk, and full of purpose.

"Ah- H-hello Adrian," Otto stammered, "Why would you need s-something from me?"

"I need you at Oscorp in one hour," Toomes demanded, the poor quality of the call making his voice harsher and harder than usual, "I need _you_ to let me in."

Otto's blood ran cold and he sat forward, perching of the very edge of the couch cushions, "I- I can't," he whimpered, "I- I'm at home, I-"

Adrian cut across him, "Then _get_ to Oscorp," he hissed, and Otto shriveled, "I would say you owe me this much at least, after what _you_ did, _old friend_ "

The words hit Otto like a slap across the face, and he sank into the cushions. "In one hour?" He asked in a small voice.

"Yes, there's something I need to do. Unfinished business."

"Adrian, wait!" Otto started, but the call died, and Otto was met by the flat, hollow sound of the dial tone. He let the phone slip from his grip onto the sofa, and put his head in his hands.  
 *******

Gwen stepped off the bus. The school day was over, and she'd returned home on her own. Peter had gone with Harry, to the luxury penthouse apartment that sat atop Oscorp that they used as their family home.

She walked along the empty pavement, head down, hands in her jacket pockets. The sun had long since disappeared, hidden beneath a back of slate gray steely cloud that had rolled in unexpectedly. The wind tugged at her hair. The street was empty, and quiet, save for the rustle as the breeze moved through the line of trees. Her house was just up ahead, a simple two story, wood cladded building in a row of identical looking houses.

She hopped up the steps, onto the porch and tried the handle. It moved but the door wasn't open; no lights or anything were on inside, so her father can't be home yet. Shivering slightly, as a cold breeze rushed down the sidewalk, she fished her keys out her pocket and unlocked the door. It swung open into the gloomy hallway, and Gwen stepped inside. The house was still and silent. Slipping her bag off her shoulders she made her way into the living room, which conjoined with the kitchen at the back. A small breakfast bar separated the two. Gwen dumped her bag down on the couch, and tugged her jacket off. She slung it over the back of the sofa, and sauntered over to the kitchen. It was a little messy; a small stack of unwashed plates and pots stood by the sink. They needed doing, but she wasn't really feeling like doing chores right now. To be perfectly honest, but she and her father were equally guilty of procrastination on that front.

The coffee machine stood waiting expectantly. The translucent kettle it housed was half full of dark brown liquid, probably stone cold by now. She set it to reheat, and then leant against the kitchen counter, pulling out her phone to begin idly flicking through an article she had started earlier. She wasn't really reading it, just giving her eyes and thumb something to do while the coffee reboiled.

The machine pinged softly, signifying it's job was done. Gwen placed her phone down on the counter top, and reached up to the cupboard where all of their mugs were stored. She pulled one out at random. It was one her dad's, and was quite a few years old now. It's enamel coating was chipped and cracked, and a small section of the rim was missing. On it's side, was a crayon drawing of a police car she'd done when she was much younger. It, admittedly, wasn't a great drawing. The wheels were more triangles, and the car itself was strange mess of odd proportions; a huge cab and tiny nose, with giant sirens stuck on top. It's colors were all wrong too, being mainly pink and with only the odd splash of green and yellow, and sometimes blue. In fairness, she had only been four years old at the time.

A small, nostalgic smile tugged at her lips as she set it down, and began to pour the coffee. A small adding of milk, and no sugar, and she was done. In recent years, she'd found she'd started enjoying her coffees less sweet, when she'd started she'd loaded them with sugar and milk, to the point that she may as well have just been drinking those instead.

She scooped up the cup in both hands and headed for the sofa. She placed the cup down on the glass surface of the coffee table, and plonked herself into the cushions. The couch was soft and squishy, and she felt herself sink a good inch or so into the material. She loved this sofa, and would be sad to see it go when it finally needed replacing. Then, her reflection in the TV caught her eye. It looked kinda funny, her top half covered in a skin tight costume, her legs in loose jeans, and all of her snuggled down into the doughy cushions. In truth, she had forgotten she was even wearing her costume, and hadn't even registered it when she pulled her hoodie off. It was good job her father wasn't home, otherwise her crime fighting career was over before it had even hit it's stride.

She fished the remote out from between the cushions, a place that regularly became it's home, and switched the TV on. She didn't know what was on, it looked like some talk show, the last dregs of daytime TV as its cycle of programming came to a close. An older man was on, an author named Louis Daytona, as he advertised his new book, trying to cajole the viewers into purchasing a copy. A pretty young woman sat cross legged, attempting to look even slightly interested in what he was peddling, and failing.

Gwen leant forwards and scooped up the coffee cup and brought it to her lips. The liquid was still searing hot, and she winced as she felt it going down. Definitely too hot to drink for the moment. She put it back down, and flopped onto her side, stretching out over the full length of the couch. She knew she had homework to do, but for now she was her own master, and felt like doing very little.

The closing song of the show caught her attention, as the credits began to roll. She half felt like changing the channel, but now the remote was out of reach, and she be damned if she was getting back up after getting this comfy.

She settled into the sofa cushions. Outside, the sound of the wind was muffled and mellow. It felt soft and comforting, like she was a small child wrapped up in a blanket. She tuned out the sound of the TV, and lay there, enjoying the solitude.  
 *******

Otto waited anxiously at his desk at Oscorp. His leg was bouncing under the table, and unconscious way for him to relieve his nervous energy. Toomes would be here any minute. Every second ticking down until the fateful decision. He was almost alone, only two other members remained, flirting with each other by the door to the reception. He couldn't make out what they were saying, but he could catch the odd word drifting across the empty lab.

After a minute or two, the pair gathered up their things and left, leaving Otto in peaceful emptiness. Not for long however, because, almost immediately, there was a hammering on the emergency exit door.

Otto almost leapt out of his skin in surprise, and scuttled over to the door. He quickly checked over his shoulders, making sure he wasn't being watched, before pressing down the bar and opening the door a sliver.

"Adrian," he whispered into the gap.

"Who else could it be?" came the impatient reply, "Open this door now."

Otto swallowed, but held firm, "I'm not going to."

"What?" Adrian's voice was low and dangerous, "Don't turn your back on me _again_."

"Promise me you're not going to hurt anyone," Otto blurted out, his hands on the bar shaking, "I'll open the door if you promise."

A pause, then, "You have my word Otto," Toomes said, "Now open this _damn door!"_

Otto swung the door open with trembling hands. Toomes strode in, brushing roughly past. The suit from before was gone, replaced by a dark shirt, boots, and a long brown coat.

"Thank you Otto," he said, "You can consider your debt repaid."

"W-what are you going to do?" Otto stammered. Toomes' face was impassive and stony.

"Oh, you'll find out Otto," he promised, "You'll find out."  
 *******

Peter slumped down onto the white leather of the couch. This couch was probably more expensive than most of Peter's belongings. The room where it was sat, which made up the main body of the Osborne family apartment, was huge. It could probably fit Peter's whole house in at least once.

"Hey," he said, resting one leg on his knee, "Thanks for letting me crash at yours till I start at ESU."

"Don't mention it," Harry said, sitting against the arm of the sofa, "So what exactly is your job gonna be?"

Peter shrugged, "No clue, what do science interns actually do?"

"From what I've seen." Harry smirked, "They're just unpaid coffee porters. So I hope you like fetching things."

"It's just the first step," Peter reasoned, and he gestured at the room around him, "I mean look at all this, and your Dad's a scientist. Maybe I'll be as successful one day."

Harry grimaced, "To be honest Pete, I'd rather you didn't become like-"

"Boys!" Harry's Dad's voice floated in from outside, cutting across Harry "Come out here."

Harry groaned, his shoulders slumping, "What could he want."

He led Peter outside, to where Norman was sitting. He was cross-legged at table outside, set against a magnificent backdrop of the New York skyline. Or at least, it would be a magnificent backdrop, if most of it wasn't obscured in thick, soupy gray clouds. A corporate laptop was open before him, but his eyes were on the pair of boys, his fingers steepled.

"Did I just hear you two talking?" He asked.

"Yes," Peter replied, "I'm sorry, we didn't mean to disturb yo-"

Osborne straightened suddenly, interrupting the end of Peter's sentence.

"Don't you dare apologize son," he asserted, "I never do. Now, what's this I hear about an ESU job?"

"It's just an internship," Peter explained, trying not to let his nerves show. Next to him, Harry averted his eyes.

"I'll be working with Connors after school some days," he continued, as Osborne drifted over the glass fence that encircled the roof, and resting a hand on it, "Just helping out around the lab, I guess."

"Well, this is a great opportunity for you Peter. Curt Connors is a brilliant man, I hope you make the most of this." Peter nodded, and Osborne turned his gaze on Harry, where it became noticeably icier.

"I assume you were not even considered for the job, where you Harry?" Osborne said sharply. Harry shook his head, still looking at the floor, "No sir."

"Of course not," Osborne muttered. Peter looked from his friend, to Osborne and back again.

"Urm, we'll leave you be," Peter said, slowly backing away, and grabbing Harry's arm to get him to follow, "Get out your way, you know."

He hurried back through the double doors to the main room. The glass swung shut silently on polished aluminum hinges. Osborne remained by the banister, surveying the city that was laid out before him. The streets below were being shrouded from him, a heavy mist steadily rolling in. The sun hung above, making its unbroken journey towards the horizon.

Something was happening inside, he heard footsteps, a cry of pain, and a heavy thud, as something hit the floor.

Osborne turned, intending to investigate the noise, but found himself staring down the barrel of an ugly handgun.

"Hello Osborne," said Adrian Toomes, "I'm here to reclaim what I'm owed."  
 *******

Gwen awoke slowly, with a feeling almost like emerging from deep water. She couldn't even remember when she'd fallen asleep. Her glasses were pressing into her face, and her arm was twisted up above her head. She untangled herself, feeling her muscles moan in protest. The TV was still on, it's screen a bright blue flashing smudge in front of her bleary eyes. Pulling her glasses off her face, she propped herself up one on elbow, trying her best to come around. Her coffee cup was still on the table, long since gone cold.

She sat up and stretched, her shoulders clicking. Her back was aching, probably from the rather uncomfortable way she'd been sleeping. Her mouth tasted awful, and her head felt heavy and thick. She needed some air, but a walk wouldn't cut it. Thankfully, she had something better she could do. Scooping her bag, she made her lazy way up the stairs, and across the landing into her bedroom. The curtains and window still hung open, and through them, she could see that the light of the sun was only just starting to ebb away ever so slightly, as the afternoon began to transition to evening.

She fished the rest of her costume from her bag, and slung the rucksack against the foot of the bed. It landed with a soft thump on top of the pile of dirty clothes she had left this morning. She changed quickly, discarding her jeans and pulling the mask over her face. Briefly, she considered repacking her bag, bringing a change of clothes with her, just in case. But she shelved that thought. She wouldn't be gone for long, far before her father could return home. Plus, the bag would just get in her way, it was far too bulky and awkward. No, she'd be fine, it was just a short jaunt to clear her head, that was all. She flipped the hood up over her head, and reached out for the window. But then, she paused, catching sight if her own reflection. The faceless white mask stared back with its blank eyes. They touched for a second, Gwen's outstretched fingers lightly resting against their mirror. Then, the moment passed, and Gwen lifted the window up, and clambered out. She pushed it to, as much as she could behind her, and swung out into the open sky.

The rush of the air past her face blew any last traces of sleepiness away. This was, by far, the greatest part pf her new second life. The total freedom of it all. The complete, anonymous liberty to do, essentially, whatever she pleased. Manhattan was more than just her home now; it had become an enormous, sprawling playground. And it was all hers.

She alighted on the rooftop of a moderately high office building. It was mostly quiet, with only a few scant employees remaining, finishing up whatever work they had neglected to do earlier. A single cleaner wandered around with a vacuum cleaner, attempting to rid the carpet of the dust and dirt brought in by the hundreds of feet that crossed it ever day.

Gwen perched herself on the very corner of the roof, her legs crossed and hanging in space. This was something she often did now, when she had a spare moment or two. Watching the world go by, from a position on high. Just distant enough to feel a removed from the bustle of life, but close enough to feel oddly comforted by it's regularity and presence. With how much things had changed over the summer, it was a refreshing reminder to see that somethings are constant and unchanging.

In a pouch against her leg, her police scanner buzzed. She pulled it out and clipped to the outside of her ear. It was a rather makeshift thing, made from the innards of a full size police scanner that had been jury rigged to a Bluetooth earpiece. She considered it something of a miracle that it even worked at all.

"...-units be advised," the cool voice of the dispatch officer sounded in Gwen's ear through the tinny speaker, "We have a report of a possible 10-43 at Oscorp Tower. Any available units please respond."

Gwen unhooked the earpiece, racking her brains to remember that specific radio code. Her dad had given her a brief overview a few years ago, after she had worn him down with sufficient pestering.

The memory came to her, and she went cold. 10-43, a hostage situation. Peter and Harry could be in danger! She stuffed the scanner back into it's pouch and vaulted off the roof. Oscorp was only a few minutes away. She could arrive there and shut things down before the police had a chance to.  
 *******

Oscorp Tower stood gleaming in the sunlight. A tall glass monument of Norman Osborne's accomplishments. Gwen alighted on the smooth outer wall. The penthouse was a few floors above her. Silently, she made her way to the roof, lying flat against the polished panes. She had no idea where the hostage taker could be, and the last thing she wanted to do was alert them before she even had an opportunity to do anything.

She arrived at the very top of the building, clambering over the low wall that encircled the roof, and dropped onto the rough asphalt surface. All was silent, save for the low hum of the handful of air condition boxes that were spread across the roof. Gwen wound her way between them. According to mental map in her head, one she had been able to build from her scarce visits here, the balcony should be just in front of her. She hopped up onto the low wall, and looked down. She was right. The terrace was laid out before her, overlooking the New York skyline. There was, at first glance, not sign of any disturbance. Her eyes narrowed. This whole thing was making her uneasy, and those nerves had formed into an uncomfortable pit in her stomach.

A laptop stood open on a table near the glass balustrade. Gwen slid down from the wall, landing softly on the polished wooden floor. She circled around to the front of the laptop. There wasn't much she could glean from it. A simple business email account was open, and a warning of a low battery blinked in the bottom corner. At the very least, it showed someone had been out here, and they'd presumably had to leave in a hurry, hence why the laptop was abandoned here. Or, they could have been forced to leave. She pulled her attention away from the laptop, and looked toward the inside of the house.

The sun had moved, and now sat behind the house, and the lack of any windows on the far side meant that the main room was thrown into an early gloom. But, through the transparent double doors, Gwen thought she could make out two rough, crumpled shapes on the floor.

Cautiously, she crept up to the door. One light push had it swing open. From this distance, the two shapes on the floor looked a lot like human bodies. Eerily so. She could make it messy brown hair on one, and a pair of unflattering, round glasses. The other had tightly cropped red hair, and freckles.

It was Harry and Peter, both unconscious in a heap on the floor. Gwen dropped to one knee beside Peter, and examined him, taking care to not move him. She didn't know what injuries he could have, and any movement could just exacerbate them. He was still breathing, she could feel the shallow rise and fall of his chest. The hair on the back of his head was matted slightly, knotted together with a small amount of dried blood. Peter stirred and winced as Gwen's hand touched the back of his head. His eyes cracked open, then snapped wide when he saw Gwen's mask. He recoiled away, skipping across the wooden floor.

"It's okay," Gwen said, displaying her palms in a gesture of placation, "I'm here to help."

"You- You're _her,"_ Peter breathed, his chest heaving, "You're Spider-Woman."

"Guilty as charged." Gwen said, keeping her hands raised. Peter eyes were wide; he could well be in shock.

"I'm not gonna hurt you," she continued, "Something's happened here, and I'm only here to help."

Peter relaxed a little, but his eyes still looked wary. He straightened his glasses with one hand,

"Is there anything I can do to help?"

Gwen lowered her hands, and considered Peter, lying sprawled out on the floor. The question didn't surprise her. Despite his outward appearance, he was a lot braver than people gave him credit for.

"No," she said, and pointed to Harry's crumpled form, "You need to take him, and get out of here. The police are already on their way."

"Right," Peter straightened, hurrying over to Harry, "On it."

Gwen turned away, scouring the room for any more indication of where the hostage taker may have gone. In the background, she heard Peter and Harry's voices, as Peter roused him. The door to the study was ajar. Gwen's eyes thinned. If anyone was in there, they couldn't have missed the voices. They would know she was coming. She edged noiselessly over to the door, planting her back against the frame. Across the room, she could see Peter helping Harry into the elevator, Harry's arm draped across his shoulder. As the polished metal doors slid shut, her and Peter's eyes locked, and ha flashed her a thumbs up, indicating they were both okay. Gwen nodded in return, and them they were gone. The doors closed, and the elevator began to make it's way down.

Gwen refocused on the entryway to the study. Her left shoulder was pressed up against the door frame. Tentatively, with one arm she reached out, and pushed open the door. It swung in, silent as a whisper.

Almost immediately, a voice sounded from inside. "Whoever you are, there's no point hiding. I know you're there."

Gwen eyes narrowed, and she exhaled heavily. This would be it. Once she crossed that threshold, a man's life would be in her hands. She took another breath, stepped away from the wall, and through the door.

The study was smaller, but felt as equally spacious as the room she had just left. The left side was hidden behind long, heavy curtains, and presumably led out to the balcony. The back wall was covered in a wide array of various masks from all over the world, and their innumerable eyes glared down at her.

The gunman was stood behind the desk. He wore a long, dark coat, and his beady, cruel eyes peered out from the gloom. His arm was wrapped tightly around Osborne throat, keeping him bound to his chest. The other hand was pressed to Osborne temple, and he was clutching an ugly black handgun.

Gwen raised her hands to her shoulders, palms outward.

"It's you, "he hissed. His grip tightened on the weapon, so much so that his knuckles turned white.

"It is," Gwen agreed. Internally, she felt hyper-aware of how limited her options were. It was as if she could see the thread from which Osborne's life hung.

"Are you armed?" The man snapped. Gwen's eyes remained on the weapon. Could she pull it out of his hand? No, her webbing may be quick, but it wouldn't outrun a bullet from point-blank range. Then what the hell _could_ she do? Her choices felt frustratingly finite.

"Am I armed?" She repeated, and looked down at the skin tight costume, "How? Where could I hide it?"

The man snorted in anger, and the gun in his hand shook. Both Gwen and Osborne stiffened, very conscious of the weapon, and it going off.

"Okay," Gwen said quickly, trying to rectify her slip up, "Not armed, okay? I promise. Look." She slowly brought her hands down, and put them together, gripping the tips of the glove on her left hand, and pulled. The glove began to slide off her wrists, and the gunman brought the weapon around to her. Gwen froze, staring down the black abyss of the barrel.

"What are you doing?" He demanded. The weapon in his hand was quivering.

"I'm just taking off my gloves," Gwen explained. She was keeping her voice low and soft, similar to how one might speak to a spooked wild animal. She tugged the last of the glove off, and dropped it open the floor before her, making sure to move smoothly and calmly. Underneath, Gwen's heart was pounding, and the blood was roaring in her ears. Right now, she was staring death in the face, and she dare not blink. The right hand glove was removed next, and the mechanical web shooters on her wrists were exposed.

Taking care to keep both of her hands in view, she deliberately removed them, and tossed them away to the wall. The man's eyes watched them go. Gwen hated having to throw away one her only options, but hopefully this gesture of good faith would put him at ease, make him less likely to snap.

"See?" she said, returning to her hands to her shoulders, "No more webs."

"Why are you doing this?" Osborne spoke up at that moment. Despite the situation, his collected demeanour was unbroken, and his voice did not waver, "What do you hope to gain."

Gwen tensed and the gunman bristled, turning his eyes back to Osborne. Gwen could almost feel the heat of his rage radiating from his eyes.

"I am here to get what was taken from me," he snarled, keeping the weapon trained on Gwen, "You _know_ what you stole."

Gwen stayed silent, simply listening to the exchange, and filing away the information she had just been given. So the gunman felt as if he had been wronged by Osborne in some way; he said 'stolen'. Obviously, more was going on here that what Gwen, as an outsider looking in, was privy to.

Osborne's eyes flicked from the gunman, to Gwen, and back, "I don't know what you're talking about."

The man's eyes flared, and his gun hand dropped slightly, his attention ripped away from Gwen. She stayed still for now, the last thing she needed to do was aggravate him further by stepping forward.

"What?" The gunman hissed, "Do not lie Osborne, you can't escape my wrath so easily."

Gwen shifted her weight subtly, not so much that it could be seen without looking closely, but enough to be ready to spring forward if needs be. This situation felt like it was slipping out of her control more and more, and she needed to be ready to act.

"I have no idea who you are," Osborne retorted, still pinned to his hostage taker's chest, "Or why you are here, threatening _my_ family."

"You _l_ _ie!_ " the gunman shrieked, the barrel of the weapon in his hand circling wildly as he shuddered in anger, "I am Adrian Toomes and you stole _my_ invention."

Gwen's eyes tracked the weapon as it flailed at her. This situation was spiraling further and further down, and it was going to boil over soon. Gwen's spider sense was a constant low scream at the base of her skull, and it was throwing her brain into disarray. She took a deep, shaky breath through her nose, restricting her fear to the back of her mind. Adrian Toomes, that was his name. There. She had something she could latch onto about him; something to connect with.

"Adrian, please," Gwen said, forcing her voice to hold steady and calm, "You don't have to do this, you have nothing to gain here."

"I have nothing to lose either," Toomes retaliated, his eyes thinning to narrow slits. He tightened his grip around Osborne's throat, "And I _will_ have what I am owed, and _you,_ Osborne, will apologize to me."

"Toomes, you should know that won't happen," Osborne stated, his voice low and final, "I never apologize."

Everything seemed frozen in time as the words left Osborne's lips. Gwen's spiders sense ramped up, becoming a howling cacophony in her ears. Toomes looked like a madman, his eyes wide and wild, and his mouth pulled back in a furious snarl.

"If you will not apologize," he shrieked, bringing his weapon around to bear at Osborne, "Then I will simply have vengeance!"

Gwen pushed off with her back foot, diving forwards and reaching out with her right hand, stretching out for the gun. There was a click as the trigger pulled, and then an impossibly loud gunshot.

The smoking gun fell from Toomes' hand, and it clattered to the floor. A small amount of dust and wood chips fell from the freshly created bullet hole in the ceiling. Gwen's breath came in short, sharp gasps, as the adrenaline pounded around her veins. She wasn't even aware of moving across the room, or could remember making the decision to. One moment she was by the door, the next, she was here. That was all she knew.

"My arm," Toomes moaned, "What have you done?"

Gwen became aware of the arm she had pinned to the wall. It was bent naturally, twisted up against the wall, and bent the wrong way at the elbow. Osborne was kneeling on the floor, freed at some point in the commotion. He was still alive. But he had come close, closer than Gwen dared to think. She released Toomes' arm, and he crumpled to the floor, back against the wall. Osborne stood, dusting off his suit jacket and straightening his tie. Both he and Gwen looked down at the creased up man on the floor before them.

"I'll get you yet, Osborne," Toomes muttered, gazing up at him from below his forehead, "Your reckoning is coming."

"That's enough," Gwen said. She grasped Toomes' head, and knocked it into the wall behind him. His unconscious form slumped down further.

Gwen straightened, "You should hire better people, ones less likely to do _this._ " She gestured around at the study.

"I don't know _who_ he is," Osborne answered, his eyes still on Toomes, "He isn't in my employ."

"Are you sure?" Gwen said, as she retrieved her web shooters from the corner of the room. They slotted back into place, and their familiar weight was comforting on her arms, "He seemed pretty sure he knew you."

Osborne surveyed her, as she pulled her gloves back on. "An obviously insane mind, such as his," he commented, motioning to the body, "Can convince itself that _anything_ is reality."

Gwen said nothing, but something didn't sit right with her. She obviously didn't have all, or any, of the facts, which meant her judgment here would be pure conjecture. She examined the sprawled out form of Toomes. Could he really be that deluded? She didn't know him personally, and so his mental state was unknown to her. He had seemed very irrational in his behavior, but could someone that crazy really make it all the way up here, alone?

She was being lied to, that much she knew, but to what extent she could only estimate.

"You have my thanks," Osborne said, breaking her train of thought. He stared her down, his tone warm, but his eyes cold, "But I advise you leave. The police are already on their way, and it would not do well for either of us for them to find a vigilante here."

Gwen nodded. She didn't want to leave, but Osborne was right. If she was discovered in this office, they would try to arrest her. She didn't want to hurt cops, but she also wasn't prepared to spend the night in jail. And that's without what implications this could have for Osborne himself. His eyes watcher her as she turned away, and left the study, the door slamming shut behind her. He pulled out his cellphone, and pressed a single button, before placing it against his ear. It rang precisely once before it was picked up.

"Yeah?" A gruff voice answered.

"I have another one for Judge Monroe," Osborne said, "The usual fee."

"Got it."

The line died, and Osborne slipped the phone back into his pocket, and sat down behind his desk. The police would be here any second.  
 *******

Gwen was sat on the corner of a roof high above the streets. The apartment block below was alive, with many windows ablaze and people gathered to watch the police milling around the base of Oscorp Tower. Gwen's legs dangled into empty space, and her arms were pressed into her sides. The police had been here for a couple of hours now, and were just starting to thin out. The crime scene had been thoroughly examined, the last CSI van had left over half an hour ago. She had also been able to make out Toomes being led away into an armored truck.

The sun was beginning to set, staining the sky a fiery orange color. She had come up here to clear her head, untangle her mind from the stress of what had just happened; and up here, with the cool breeze in her face, and the muffled sounds of life below was the place to do it.

"Um, hi there," said a voice from behind her. Gwen turned to look over her shoulder. Peter stood there, looking a little unsure of himself. The wind tugged at his hair and clothes.

"Oh, hi."

Gwen looked away, back to the road below. Steadily, more and more police were heading out. Only a couple remained now, along with her Dad's distinctive cruiser, standing out from the others with is mostly white paint scheme.

"I uh- I was gonna leave then I saw you up here," Peter continued, "I just wanted to come speak to you."

"Well, here I am."

Behind her, Gwen heard Peter shifting awkwardly from foot to foot, and couldn't help but smile a little. Bless him, he could hold his courage in a hostage situation, but still stuttered when talking to girls. And talking to a masked vigilante just seemed to be exacerbating the problem.

"I just er- I never got to say, you know, thank you," he faltered, "It was pretty amazing, what you did."

"You did good too."

"I honestly kind of think that _you-_ are kind of… amazing."

Gwen shot him an amused look over her shoulder, one eyebrow raised, "Thanks."

"I should- erm, I should... go-" he stuttered, his hands making motions towards the door back into the apartment block, "My er- my family will probably be super worried so..." He trailed off, backing away towards the exit, "So er- see you round?"

"You might."

Peter waved, and then scuttled back through the door, swinging it shut behind him. Gwen returned her attention to Oscorp Tower. Speaking of getting home, she could just make out her father's silver hair making it's way over to his car. She would have to go now if she wanted to beat him home. He may be faster in the car, but she had the advantage of being able to go there over the rooftops.

She pushed herself forward with her hands, and slipped off the roof, catching herself on a line of webbing shot at the building on the opposite side of the street. Her mind lingered on Toomes, and what had happened. She didn't really focus on where she was going, only that she was moving forward. She had made her way into a part of town she was more unfamiliar with. This was a more desolate, run down area, in stark contrast to the glittering glass spires that made up the city center.

She alighted on the roof of an old, broken down warehouse. She was in the middle of an abandoned factory complex, surrounded on all sides by dark, narrow alleyways. The complex itself was encircled by a ragged barbed wire fence. In the center of it all was a dilapidated factory, it's chimneys toppled and it's windows shattered. Gwen vaguely knew the story of this place; It was something her father had told her about when she was very young. Nearly a decade ago, an aspiring, optimistic entrepreneur had come to the city. Born and raised here, he said he had come to give back to the city that had been his home. His idea was simple, a small, powerful, luxury smartphone that was years ahead everything else on the market. And he wanted to build it here, right here in Manhattan. He purchased land, and set about building up his plant, ready for manufacturing to begin.

Unfortunately, he fatally underestimated one factor: Oscorp. The company didn't appreciate someone new butting in on their growing monopoly. All other competition had been forced out or absorbed. Two weeks before the phone was set to go on sale, Oscorp launched their own product. Somehow, it was all that the other phone was, and more. More powerful, lighter, smaller, and, most importantly, cheaper.

Interest quickly faded in the entrepreneur's design, as the public, ever fickle as they are, flocked to Oscorp's cell. Six months later, the factory was shut down, and left to rot. The entrepreneur, jaded and dejected, left, never to return. His factory stood here, a powerful and desolate reminder, to stay away from Oscorp's territory.

Suddenly, Gwen's Spider sencse pulsed, a stabbing pain across her mind. Gwen winced, and scanned the area for what was coming. That was when it hit her. Something slammed into her back. She was thrown from her perch, and she tumbled down, tearing straight through the rusted, brittle roof of the warehouse below. She crashed to the ground, tumbling over and over until she finally came to a scraping halt.

She groaned, pushing herself up from the concrete floor. Her head felt muddy, and slow. The blow had hit her hard, her back felt like it was on fire. She focused on that pain, using it to sweep away the fog in her mind. Her assailant crashed through the hole she had just made, splintering the concrete beneath his boots. He stood, pushing himself to his full height. Whoever he was, was huge. He must be nearly seven foot, with a chest that was almost as wide as Gwen's whole arm span. He was dressed all in black, heavy dark boots on hid feet, and a helmet with a mirrored visor on his head.

"My," Gwen said, clambering to her feet, "Aren't you a big boy? Who might you be?"

"Ox," he grunted in reply. He put his head down and ran towards her, taking huge limbering strides that cleared the ground with frightening speed. She stood her ground, "Ox? How prophetic were your parents?"

Gwen darted forwards, and vaulted up onto Ox's shoulder. She made a fist, and punched down between shoulder blades. Her hand hit the tick band of muscle there and reverberated off. Pain shot up her arm. It felt like punching a cliff face. Ox reached around and tore her from his shoulders, tossing her across the room like a rag doll. This time, she kept her focus, and tucked into a ball. Instead of hitting the ground, she controlled her landing, sliding to a halt crouched low to the ground.

Ox's eyes narrowed as he wheeled around. The man was like a bull seeing red, and was about as strong. His arms were at thick as Gwen's torso and his hands bigger than her head. She didn't fancy her chances if she got caught in those. Ox stampeded towards her again, his huge forearms crossed in front of his head. Gwen waited until the last second, then dove forwards, rolling between the man's legs. As she came out of the roll, she shot out two quick bursts of webbing behind her, pinning Ox's feet to the ground. The sudden change in velocity caused him to topple over, slamming face first into the concrete. Gwen smirked to herself.

Ox snarled, and ripped his feet free from the webbing. He pushed himself back upright, and locked his eyes with Gwen's. She remained on her feet, keeping a decent distance between them. He'd shown himself to be deceptively fast. Ox loped towards her, and Gwen shifted her weight, falling back into a defensive stance. She ducked past a swing and followed up with her own kick to the solar plexus. Again though, she had underestimated her opponent's pace. Almost immediately, his other hand caught hold of her ankle. He heaved her aside, and she was sent careening into a pile of discarded chairs. Her vision clouded, and she could taste blood. This was not going well. She needed to change up her approach. She'd have to fight smarter.

Ox's clawed hand came cleaving down at her head. Gwen cartwheeled out of the way, Ox's massive grip missing her by millimeters. His hand buried itself into the concrete floor, sending debris spiraling away. Gwen launched two line of webbing out to one of the chairs, and spun around, launching it at Ox's head.

Unable to free his hand, Ox instinctive brought up his free arm. The chair bounced off, and clattered to the floor. He lowered his arm, just in time to see Gwen bearing down on him. She leapt up his arm, and twisted in mid air, bring her foot scything around with all of her strength. The force of the kick sent him staggering backwards, ripping his hand free from the concrete. His helmet shattered, scattering the remains across the floor.

"Oh," Gwen grinned as she landed, "That was satisfying."

Ox roared. His head was exposed now, and was as brutish as his fighting style: Short cropped hair, a large, square jaw, that was married bizarrely with his wide handlebar mustache.

Both his hand and face were bleeding. Concrete shards were lodged in his palm, and his head was peppered with the remnants of his helmet. Gwen readied herself. Before, he had been in control, but now he was angry. He grabbed ahold of two of the chairs in a pile, and hurled them at her, one after the other. Gwen spun out of the way, and they crashed harmlessly to the floor.

Ox snarled, his small beady eyes full of anger. His put his head down and charged. Gwen skipped backwards, and shot a long stream of webbing into the man's eyes. He yelled, and stumbled, suddenly blinded. He careened around, clawing at the webbing that covered his eyes. Gwen scooped up one of the chairs and held it over her shoulder like a baseball bat, "This _might_ sting a little."

She waited until Ox staggered over, and then brought the chair around in a powerful swing. The chair hit the back of Ox's head with a loud crack. He stopped, and crumpled to his knees, before pitching forward to the concrete ground.

"Okay," Gwen said, tossing the chair aside, "Maybe a lot." Then she fell to her knees, panting hard. She slapped Ox's unconscious form on the back, "Hey, I _do_ think your mustache is cool though. So, good job on that."

She straightened. This had been quite a night. She shot a web out of the hole she had made earlier, and pulled herself out. It was well past time she got home.  
 *******

It took her nearly twenty minutes to reach home. While it was considerably slower than normal, it was all she could manage. Her back was burning, and felt like it was locking up. Her house stood ahead, her father's car already in the driveway. There went any excuse of her being at home the whole time. She cursed her past self's decision to not bring a change of clothes. She walked around to the back fence, and vaulted over, landing in the chilly gloom of her back yard. He bedroom window was above and, thankfully, still unlocked.

Gwen sighed, and planted her palms against the wall. She began to climb, making her laborious way up the outside to her window. Her shoulder sent a fresh wave of pain down her arm with every pull.

"And here we see," she muttered, "The amazing Spider-Woman, sneaking around her own damn house, looking for some clothes!" She peered through the open window. Her jacket and jeans from earlier still lay in a crumpled pile on the floor. Gwen reached out and yanked them towards her with a fresh line of webbing. She slung them over her shoulder, and dropped down to the yard below.

A few moments later, she had pulled them over her costume, and had her mask hidden in her jacket pocket. She hopped back over the fence and made her way to the front door. Hopefully, her father had already gone to bed, because their was no way he was letting her get away with being out this late without telling him. She pushed open her front door, and stepped through, shutting it behind her as quietly as she could.

The living room was dark, and she couldn't hear any one. Maybe he had gone to bed. She crept into the living room, stealthily moving towards the stairs. The light clicked on.

"Hello Gwen."

Gwen felt her heart sink. She froze, one foot on the bottom step. "Hi Dad," she replied, without turning to face him.

"And where have you been?" he asked. Gwen didn't respond. She was too exhausted and in too much pain to come up with a believable lie on the spot. Her brain felt like a huge, sluggish machine that was struggling to start.

"Gwen." Her father repeated, a touch of hardness coming into his voice. Reluctantly, Gwen stepped away from the foot of the stairs, and turned. Her father was leaning against the kitchen counter, arms folded, and his sleeves rolled up to the elbow. The dark blue blazer of his suit hung off the back of one of the chairs.

"I've just been, you know, out," Gwen shrugged, avoiding his gaze, "I was bored so I went for a walk."

Her father treated her to a skeptical look, "Did you think to leave a note?" Gwen threw up her hands, her temper flashing, "I forgot, okay? I'm sorry."

Her father uncrossed him arms, "Gwen-" he started.

"Look," Gwen cut across him, her shoulders slumping, "Can we not do this now? I'm really tired and all I wanna do is sleep. I'm sorry."

Her father gave her a very long, hard look. "Okay," he relented, "We'll talk later."

Gwen exhaled, and turned back towards the stairs.

"But Gwen," her father continued, "We do need to talk."

"Goodnight dad," Gwen said. She climbed the stairs, feeling his gaze follow her as she ascended. She pushed open her bedroom door. Her bed looked warm and inviting. She let the door swing close behind her and kicked off her shoes, before simply collapsing onto the soft mattress. It had been a hell of a night, and her body was crying out for sleep. Gwen didn't resist, and in only a few seconds, she was out cold.

* * *

 ** _Author's Note_**

 _O_o Well, so much for ASAP. Holy crap this thing turned out long, and was annoyingly hard work. I don't know how many times each of these individual sections took to write, but I must've rewritten this damn thing about ten times now. Anyways, I'm happy with what I have here, and I hope you are too. I_ _should *hopefully*_ _have the next part out in a decent time frame. But then again, that;s what I said last time. I probably should have given myself a head-start on this before I uploaded it. Oh well, lesson learned. As before, please point out any mistakes and such that you see._

 _I hope you enjoyed! c:_

 _ **EDIT:** So, I pretty much completely rewrote the end half again. I feel like it flows better and is generally better written than what came before. I feel like the burn out was a little visible before and taking a day to have a break had helped. _


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